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Barry Skipper

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But all this does is raise the worry levels as Skipper is assuming that the £20m is to cover shares AND playing budget. So by his reckoning there would be £15m at most, better than what we have at the moment I assume but not quite the £20m screaming from the headlines. And what if the acquisition costs ends up being higher, and then after deduction of expenses to complete the deal, the real figure for playing budget could be a lot lower.

If Delia and MWJ want £15m for shares, then suddenly he kitty is down to £5m which would buy a team full of Andy Hughess.

As I have said before Cullum can stop this speculating by categorically stating that he will put £20m into the transfer budget regardless of what it costs to buy control (if he wants control). He hasn''t done thay as far as I am aware. Also, guarantee that the £20m will not be by way of expensive short term debt.

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[quote user="ob1"]It all boils down to Cullum and control - if he is willing to not have *total* control then Skippers idea is workable and good![/quote], im not surprised he wants total control!!!  He wants to invest £20 million plus in the club! - double what delia has put in in 10 years (ALL OF WHICH she is expecting to get back on sale of the club as was shown on Monday) Who would want the current losers in control of that cash, specially considering 4 years of UTTER FAILURE at the club.

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[quote user="Thirst Wizard"]At least Mr Skipper knocked that £30 on the head straight away[/quote]It has been shown that the rise from £25 to £30 was just a way to put off investors and make a few more pounds on the sale of the club.  Well done Delia, MWJ and co.

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[quote user="leedscanary"]

Over the past few days I have been looking on in interest at the possible takeover by PC.

What is confusing me is the level of % an individual has to own before having to offer for the rest of the shares.

Other threads have stated if PC buys over 29.9% he has to offer to buy them all, however I read that DS & MWJ own 62% between them - ie 31% each, so why have DS & MWJ not bought the rest of the shares?

Sorry if I appear a bit thick - numbers are not my strong point.

Thanks, Leedscanary

[/quote]

Very good question.

 

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[quote user="Fat Prophet"][quote user="leedscanary"]

Over the past few days I have been looking on in interest at the possible takeover by PC.

What is confusing me is the level of % an individual has to own before having to offer for the rest of the shares.

Other threads have stated if PC buys over 29.9% he has to offer to buy them all, however I read that DS & MWJ own 62% between them - ie 31% each, so why have DS & MWJ not bought the rest of the shares?

Sorry if I appear a bit thick - numbers are not my strong point.

Thanks, Leedscanary

[/quote]

Very good question.

 

[/quote]They didn''t buy them, they created new shares.  Effectively dissolving the value of the others.

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[quote user="Fat Prophet"][quote user="leedscanary"]

Over the past few days I have been looking on in interest at the possible takeover by PC.

What is confusing me is the level of % an individual has to own before having to offer for the rest of the shares.

Other threads have stated if PC buys over 29.9% he has to offer to buy them all, however I read that DS & MWJ own 62% between them - ie 31% each, so why have DS & MWJ not bought the rest of the shares?

Sorry if I appear a bit thick - numbers are not my strong point.

Thanks, Leedscanary

[/quote]

Very good question.

 

[/quote]

Hang on I think I know the answer.  At the last AGM they owned 61.2%.  But at the AGM they made some more shares available for sale, about £1m worth.  If you add the new shares to the total I expect it takes them just below 30% each.

Their shareholding must have increased to 61.2% sometime before 31st May 2007 as it appears in the 2006/7 accounts.  So it''s possible they were in breach of the PLC regulations for several months between May and October 2007.

 

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Absolutely. Taking away all the flim, flam what the Smiths have said is they want around £8mn for their stake at £30 a share and as the few shares that come up from wills etc. are selling at £15 each so Cullum probably offered £4mn. Clearly it is all about money and power. The banks will roll over their debt as Cullum is a far better surety than the Smiths . So what are we waiting for?

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It has not been shown that increasing the face value of the shares from 25 to 30 was just a way of putting more value - the face value means nothing. The shares are worth whatever 2 parties agree otherwise share prices on the stock exchange would never change from the nominal price printed from the share certificate. 

On the 62% shareholding it may be because they acquired the majority of their shares privately before shares were offered to the public which was when the club would become subject to the city code. 

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I wonder if Mr Skipper would have been so positive about this if he had still been on the board.

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[quote user="T"]

It has not been shown that increasing the face value of the shares from 25 to 30 was just a way of putting more value - the face value means nothing. The shares are worth whatever 2 parties agree otherwise share prices on the stock exchange would never change from the nominal price printed from the share certificate. 

On the 62% shareholding it may be because they acquired the majority of their shares privately before shares were offered to the public which was when the club would become subject to the city code. 

[/quote]This is true, but as it has been shown parties were interested before this increase, and we were bottom of the league at that time.So IMOThe best case scenario is they were protecting themselves andthe club against an aggressive takeover on relegationThe worst case Cullum would have already made his informal offer and they were making sure they get more money for themselves out of any potential takeover.

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[quote user="Kathy"]I wonder if Mr Skipper would have been so positive about this if he had still been on the board.[/quote]I would think so.  It sounded like he was the one person actively seeking new investment while he was there.  He certainly had a major hand in the purchase of Huckerby and the outside invester.You might remember Kathy he sold his shares to the Taylors (interest saved on 2 million per year for two seats on the Board) for the same price he paid for them.

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[quote user="T"]

On the 62% shareholding it may be because they acquired the majority of their shares privately before shares were offered to the public which was when the club would become subject to the city code. 

[/quote]

Could you enlarge on that please T?  Are you saying it''s only the shares which were issued from 2002 onwards that are subject to the City code?

The club''s accounts show that the shares which took them over the limit were acquired during 2006/7.  These were all the unsold shares which were part of the public share issue in 2002.

This share issue and change to PLC status took place in July 2002.  Prior to that date, on 31st May 2002 DS and MWJ owned 60.9% of the issued share capital.  A year later, on 31st May 2003, they owned 59.1%.  Does that help?

(Information from 2007 and 2003 annual reports and 2002 share issue document)

 

 

 

 

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Skipper talks sense and having been on the board will know, probably better than anyone else, the ins and outs of the football club and just what is going on....

 Im sure Mr Cullum has it in his own mind how he is going to apporach the club, but maybe Skippers advice will wring in his ears....

jas :)

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[quote user="Citizen Journalist Foghorn"]

You might remember Kathy he sold his shares to the Taylors (interest saved on 2 million per year for two seats on the Board) for the same price he paid for them.
[/quote]

A-ha!  The plot thickens even more.

In the autumn there was an unsubstantiated rumour that the Turners had got into the club on PC''s behalf.  They have denied it on the basis that they have "never met or spoken to Mr Cullum".  But what if they met Barry Skipper, and Barry Skipper met Mr Cullum? 

How scrumptious would that be?  Yum yum [:P]

 

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[quote user="mozzer"]

1st Wizard wrote the following post at 02/07/2008 10:23 AM:

 ron obvious wrote:

Can''t see another thread on this. Nobody else seen his article in the Pink''un?
Fascinating.
And bloody complicated!

It just confirmed what I aleady suspected that the figure of 56 million was set unrealisticly high to keep the present fools and cowards in office.

How much will it take me to raise for you to go away and have no further input?

[/quote]

Shut up Mozzer, Wiz is one hundred percent correct. The sooner people like you realise it the better!

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[quote user="Kathy"]I wonder if Mr Skipper would have been so positive about this if he had still been on the board.[/quote]

I am sure Mr Skipper would prefer to have remained on the board. The story is that he went to see some City financiers with the approval of the chairman to enquire about new investors for the club.He had a very positive meeting,  reported back to the board and the Smiths went ballistic and got the board to fire him.

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[quote user="Castle Acre Canary"][quote user="Kathy"]I wonder if Mr Skipper would have been so positive about this if he had still been on the board.[/quote]



I am sure Mr Skipper would prefer to have remained on the board. The story is that he went to see some City financiers with the approval of the chairman to enquire about new investors for the club.He had a very positive meeting,  reported back to the board and the Smiths went ballistic and got the board to fire him.
[/quote]

same story I heard, I think Mr Skipper is going to be the key here in bringing the sides together, or acting as go-between. What Delia will have to realise is that she is going to have to relinquish overall control, and that will prove to be the real sticking point rather than money.The figure of 56 million has been quoted to try and scare Mr Cullum off and give the Board breathing space. The comparisms with Margaret Thatcher are indeed spot on.

 

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FP - the first point is that any company can call itself a plc - it only becomes subject to city code when it offers shares to the general public. In arriving at the 30% cut -off I believe that you have to take into account any related party (eg married as delia and MWJ) which would obviously apply here so they were over the cut-off a long time ago. I believe that they were able to increase their shareholding without making a general offer to all shareholders becasue they acquired their additional shares from a new share issue which in principle would be available to all share holders so their rights were not dilulted and the city code would only have applied if their additional shares had been acquired from other shareholders. This makes sense but I don''t have the city code to hand - I don''t doubt though what ever you think of ND that being a lawyer he had this covered and certainly there is nothing strange of illegal about what they did.

More generally, I supect the negotiation is over how many shares are transferred and at a price between the 25 pound cost and the 30 pounds value of the net assets unless PC is offering less than the original cost. At 5 pound a share that is 2.7m for the 535,000 total shares, an amount more significant to the existing shareholders than PC. I don''t believe the EDP suggested valuation as this would suggest the value of the land and property had fallen by 8 to 10 million since the year end. PC can negotiate hard if he is the only game in hand. I''d be happy to charge them loads of fees to have a detailed look but I suggest that their split the differnence at 27.50 a share and get on with it.

 

 

 

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With regards the Skipper stories, I get the feeling that if he had been

loudly berated and then forced from the board, he''d have let us know!

He''s nothing if not outspoken, let''s face it, and I doubt he''d have let

sleeping dogs lie if this story were true...

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Lets knock these ducks down one by one...

"Exclusive: The Moment of Truth" As a headline for an ex director''s view of a formula to negotiate a settlement - no moment or truth in it just speculation of a collection of "what ifs"

Two days of "stand-offs" for a stand off there has to be a confrontation - all that has happened is that there has been intensive press speculation over an unsubstantiated and badly reported set of discussions between the club and a suitor who has only revealed that he would want control and the club have simply published the factual detail of how much it would cost to take control. The clubs statement is not even from the Directors nor does it state that the individuals concerned will be doing or not doing any of the actions listed.

"both club officials and Mr Cullum went to ground yesterday" - means "we have nothing to report" so we''ve wheeled out someone else to put in his two penn''orth

"City fans have called for both parties to sit down and thrash out some kind of a deal" - would those City fans be Smudger, First Wizard and anyone else who hates the current board? There are others who believes that Archants intervention is the biggest hindrance of any kind of a deal as they are simply spinning everything they can.

All credit to Barry Skipper by stating that - This is what I think but not to Archant for reporting it as if it is a commandment from God.

"Fair value for the shares" - yes agreement can be made to sell at any price but as the £30 figure was agreed by resolution at the Shareholders meeting the shares that are not allotted by the club can only be sold for a lower figure once shareholder approval is received so without that approval you are stuck at £30 for those shares and as you have to offer to buy at the same price by default the "fair price" is also £30.

The point re the securitised loan is fair - the club have only stated that these are the rules not that the debt cannot be rearranged/sustained by a continued arrangement with the lender - just the rules are that it has to be repaid.

I would take issue with "no reason to roll over these loans as well" to "with a persuasive argument it would be possible to"

Then we are into fantasy land - to buy the shares from the club without shareholder approval would be £1m.

If you want to keep the other directors loans they will not sell their shareholding in the club and simply let you play with the loan without having some say in the running of the club so this is a fantasy.

Buying the balance of the shares - "many have only 100 shares" so do most of the board who you have just told to sell!

"Could safely calculate" - he still has to have the potential to reach 100% covered in his bid - he cannot make a bid without proving he has a worst case scenario covered.

"because we supporters held back the board can negotiate his offer up to £25m" - sorry but Archant''s story is £20m for players - buying the club would be expected to be in addition not part of the £20m.

"One third of the club is owned by supporters at the moment" - sorry but MWJ is first and foremost a fan and Delia by conversion also...

Now for the EDP article - (if I can stop it spinning) "The facts behind the Canary money talk"

This article has been provided with the help of "financial experts" - not named but speculative.

"If, as has been indicated, Mr Cullum wanted his £20m investment to be converted into shares, an extraordinary meeting of shareholders would have to be called to seek their approval to issue them." Where other than Archant has it been indicated?

"All of this taken at face value appears to add up. But, with industry sources suggesting the shares are actually worth between £10 and 15, the price to Mr Cullum could be between £5m to £8m." - Where are these "industry sources" - which industry would that be? The well known "Source close to Towergate" could be the man drinking in "the Old Tea Warehouse" pub round the corner from the office. The worth of the shares is only the price that the individual is prepared to sell them at and at the AGM it was agreed that the club can only sell for £30.

"The rationale behind the lower valuation of shares is that the value of Championship clubs is tumbling because of falling equity and property prices. There are also suggestions the value of City''s fixed assets is less than the overall debt, raising the question of whether the club could technically be insolvent." That must be one hell of a tumble in equity prices - last years annual report valued the fixed assets at £37.7m with the net debt at £20m - Pure idle speculation - the value of Championship clubs is rising as the potential return on equity on promotion to the premiership for even one year could give a 500% return on an investment of £20m.

"But it is doubtful whether a man valued at £1.7bn would have the same problem getting a loan as us mere mortals". so Peter Cullum is immortal is he? After all these are FACTS.

"All of the loans have clauses stating that they must be settled if City''s ownership changes hands. But it is understood Mr Cullum intends that the directors'' loans would stay in place." It is not his choice - as above if someone takes away your ball why do would you leave the goalposts for them to play with.

I just wish that Archant would stop spinning this non story and let the parties involved move at their own speed - this will either happen or not and no amount ofd sensationalist speculation from Archant will make it happen any quicker - in fact it probably has a detrimental effect on the progress of any discussions.

 

 

 

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The crux of the matter (points 3 and 4)

Lets get the red herrings out of the way:

 

1) BANK LOANS AND THE LOAN NOTES.

 

There is roughly £4m of Bank Loans, £2.5m of which relate to ex LSE land (which we pay interest on at Base + 2%) and roughly £12m of Loan Notes which financed the building of the Jarrold Stand, repayment of debt and working capital.  Given Mr Callum''s financial status I would have thought the Bank of Scotland and AXA (I think its AXA) would be more than willing to continue these loans.

This seems to be a red herring to me.

 

 

2) DIRECTORS LOANS

 

We are told that there are £4m of directors loans, yet note 33 (on page 41) of the Annual Report to the 31st May 2007 shows £2.18m.  So what is the additional £1.82m for?  Transfer kitty? Who has provided it?

 

 

Of the £2.18m, £180k comes from Mr. Foulger and is repayable on demand.

 

The other £2m from the Turners is subject to the following clause:

''The loan advanced by Central Trust PLC is interest free and due for repayment on the earlier of 18 May 2017, promotion to the Premier League or Ms. D.A. Smith and E.M. Wynn Jones ceasing between them to be the registered holders of at least 30% of the ordinary share capital of the company.''

 

While technically it could be repayable, do you think these directors would want to leave the board just when a significant amount of new money may result in the start of a rather exciting period for this club? The idea that Mr Foulger and the Turners will leave the board and demand repayment of their loans seems a bit of a red herring and even if they did I''m sure Mr Callum has the financial strength to handle that.

 

 

So we are left with the crux of the matter:

 

3) ORDINARY SHARES AND THE £20m TRANSFER KITTY.

 

I think this proposed deal is not £20m + Mr Callum buying the majority shareholding from Delia & MWJ. but the purchase by Mr Callum of £20m worth of Ordinary shares at say £30 each which would form the majority shareholding when compared to the current £16m worth of ordinary shares (535,235 as at 31/5/07 @£30) which includes Delia & MWJ nearly £10m. of ordinary shares.

 

This approach would need a vote at say an Extraordinary General Meeting  to authorise and allot such an increase in ordinary shares and to  disapply the pre-emption rights. This may be sufficient to avoid a general offer to all shareholders.  As far as I can tell there was no general offer at Ipswich when Evans injected some new money to take a majority holding of ordinary shares however at the time of writing I don''t know whether Ipswich Town FC.  is a Public limited company (Plc.) or a private limited company (ltd).

 

4) DELIA & MWJ.''s SHARES

 

So I just wonder whether Delia & MWJ. were hoping to have the bulk of their majority ordinary share holding bought out by a new big investor rather than left in situ as a minority holding (please note that this is speculation and I may be barking up the wrong tree!!) ? An estimated £4m+ spent on (cost of) Ordinary shares is a lot to leave in a non listed company as a minority interest.

 

When valued at £30 each this ordinary shareholding becomes worth just under £10m and may be the solution is for Mr Callum to buy half the holding for say just under £5m cash, Delia & MWJ keep say £1m and  pay their Capital Gains Tax bill with part of that and loan back to NCFC the other £4m. The repayment schedule of the £4m could be subject to a negotiated agreement. Mr Callum invests the remaining £15m in ordinary shares directly with the club. So the club in effect has a £19m transfer kitty.

 

Mr Callum ends up with £20m worth of shares, the remaining shareholders hold approx. £11m worth and  there is a means for Delia & MWJ. to remove some of the cash over time that they have supported NCFC. with. Furthermore we get to see NCFC. with a big transfer kitty.  That may be a winner for everyone!

--------------------------------------------------------------------------

 

 

 

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[quote user="Barclay_Boy"]

[quote user="Castle Acre Canary"][quote user="Kathy"]I wonder if Mr Skipper would have been so positive about this if he had still been on the board.[/quote]



I am sure Mr Skipper would prefer to have remained on the board. The story is that he went to see some City financiers with the approval of the chairman to enquire about new investors for the club.He had a very positive meeting,  reported back to the board and the Smiths went ballistic and got the board to fire him.
[/quote]

same story I heard, I think Mr Skipper is going to be the key here in bringing the sides together, or acting as go-between. What Delia will have to realise is that she is going to have to relinquish overall control, and that will prove to be the real sticking point rather than money.The figure of 56 million has been quoted to try and scare Mr Cullum off and give the Board breathing space. The comparisms with Margaret Thatcher are indeed spot on.

 

[/quote]

Spot on Barclay.

Delia and MJW''s ego''s will be the sticking point. Cullum has given her a get out by saying he would like her to stay on and "front" the club. She should grab it with both hands because the wind has changed and its not blowing in her favour.

 

 

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C.T wrote the following post at 02/07/2008 1:41 PM:

 mozzer wrote:

1st Wizard wrote the following post at 02/07/2008 10:23 AM:

 ron obvious wrote:

Can''t see another thread on this. Nobody else seen his article in the Pink''un?
Fascinating.
And bloody complicated!

It just confirmed what I aleady suspected that the figure of 56 million was set unrealisticly high to keep the present fools and cowards in office.

How much will it take me to raise for you to go away and have no further input?

Shut up Mozzer, Wiz is one hundred percent correct. The sooner people like you realise it the better!

People like me? Not jumping to conclusions, waiting to hear the full facts, not posting hateful comments or trying to divide people - I''m happy to be one of those people.

 

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 I agree with most of Canary Nuts earlier comments.

The only thing that concerns me is the point at which Cullum introduces the transfer funds into the club.

It has been suggested that this would be achieved by a share issue.  However, if the money is spent on assets that depreciate very quickly (players contracts) the assets of the club will not increase. For xample, £15m woulod probably give £10m for transfer fees and £5m for wages over 3 years.  At the end of the 3 year period the wages money is gone and the players registrations are worthless.  This means that the assets of the club are not greatly increased by spending money on players.  If the net asset value remains the same following a share issue, the issued shares drop in value which means the investor has effectively lost his money.

For this reason, Cullum, like many other investors in football clubs, is likely to introduce the funds for buying players as a loan.  This is fine if he writes the loan off, but succesful businessmen do not usually give their money away.

The result of this is that we are currently £20m in debt and a further loan would leave us up to £40m in debt.  Fine if we get promoted.  The worst case scenario is that Roeder gets it wrong in his second year (which has happened before) and we get relagted. 

We just haven''t been given enough information here.  Although I would welcome a take over by Cullum if everything is right, but we need more facts.  The way that Cullum is using the EDP to bully the current directors is a little bit worrying.

It''s easy to get exited and grab the money, but look at Forest, Leeds, Leicester etc.  If the worse came to the worse and we were relagted with £40m debt we may never recover.

Cullum seems to be asking Delia to relinquish control without getting her money back.  Is he prepared to guarantee that he will do the same

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[quote user="Kathy"]I wonder if Mr Skipper would have been so positive about this if he had still been on the board.[/quote]

I seem to remember that Mr Skipper went to the press almost immediately after leaving the board, stating that the club was being run on too financially tight guidelines, he talked of loosening the purse strings  - and this was well before there was any scent of Mr Cullum''s millions. Mr Skipper seemed to believe that some funds could be raised from somewhere by the board at that time, although he didn''t go into any detail of how this might be done. The plot thickens.

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[quote user="dylanisabaddog"] I agree with most of Canary Nuts earlier comments.

The only thing that concerns me is the point at which Cullum introduces the transfer funds into the club.

It has been suggested that this would be achieved by a share issue.  However, if the money is spent on assets that depreciate very quickly (players contracts) the assets of the club will not increase. For xample, £15m woulod probably give £10m for transfer fees and £5m for wages over 3 years.  At the end of the 3 year period the wages money is gone and the players registrations are worthless.  This means that the assets of the club are not greatly increased by spending money on players.  If the net asset value remains the same following a share issue, the issued shares drop in value which means the investor has effectively lost his money.

For this reason, Cullum, like many other investors in football clubs, is likely to introduce the funds for buying players as a loan.  This is fine if he writes the loan off, but succesful businessmen do not usually give their money away.

The result of this is that we are currently £20m in debt and a further loan would leave us up to £40m in debt.  Fine if we get promoted.  The worst case scenario is that Roeder gets it wrong in his second year (which has happened before) and we get relagted. 

We just haven''t been given enough information here.  Although I would welcome a take over by Cullum if everything is right, but we need more facts.  The way that Cullum is using the EDP to bully the current directors is a little bit worrying.

It''s easy to get exited and grab the money, but look at Forest, Leeds, Leicester etc.  If the worse came to the worse and we were relagted with £40m debt we may never recover.

Cullum seems to be asking Delia to relinquish control without getting her money back.  Is he prepared to guarantee that he will do the same

[/quote]Someone wants to invest 20 million into the squad and you are saying he is loaning the money to the club!  It beggars belief.  At worst such a loan would be converted to new shares either after buying out Delia or not.  The money would be the clubs and payback would come when he sold the club to a new owener.  IT IS NOT DEBT in the real sense, unlike the turners two million loan you werent whinging about.as for bullying the directors, im glad someone has knocked some sense into this ambitionless bunch of failures with his actions.

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[quote user="dylanisabaddog"]

It''s easy to get exited and grab the money, but look at Forest, Leeds, Leicester etc.  If the worse came to the worse and we were relagted with £40m debt we may never recover.

Cullum seems to be asking Delia to relinquish control without getting her money back.  Is he prepared to guarantee that he will do the same

[/quote]this is utter tripe and you have no clue at all do you dylan. It is not a loan. Cullum would get his cash back when he sold the club from the purchaser.  He would either make money, like Delia will on mondays terms, or lose money if he sells at less than he bought it for.

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[quote user="Kathy"]I wonder if Mr Skipper would have been so positive about this if he had still been on the board.[/quote]

Unless, there is something in it for him........allegedly.

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[quote user="Unlucky Fried Kitten"]

[quote user="Kathy"]I wonder if Mr Skipper would have been so positive about this if he had still been on the board.[/quote]

I seem to remember that Mr Skipper went to the press almost immediately after leaving the board, stating that the club was being run on too financially tight guidelines, he talked of loosening the purse strings  - and this was well before there was any scent of Mr Cullum''s millions. Mr Skipper seemed to believe that some funds could be raised from somewhere by the board at that time, although he didn''t go into any detail of how this might be done. The plot thickens.

[/quote]has skipper had a good word to say about the NCFC board since leaving???  obviously, he''s had concerns.seems to me his latest intervention is as a fan - desperate to see the club taken forward, and constructive - not the ramblings of a bitter man.<@

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